Nuveen Churchill Direct Lending Corp.
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
NCDL$11.81-1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0001628280-24-045921
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001628280-25-023397
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 228 previous paragraphs and 226 current paragraphs.
123 unchanged; 63 reworded; 32 added; 39 removed; 3 previous and 8 current paragraphs rearranged.
Tables are not compared: 14 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
We recorded a net change in unrealized loss of $(13.6) million for the three months ended March 31, 2025 compared to a net change in unrealized gain of $4.1 million for the three months ended March 31, 2024, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period. The net change in unrealized loss for the three months ended March 31, 2025 primarily resulted from the underperformance of certain portfolio companies as market spreads remained relatively stable throughout the period.
Current report
To facilitate public offerings of equity securities and debt securities, on December 20, 2024, we filed a shelf registration statement with the SEC that is effective for a three-year term, expiring on December 20, 2027. As a well-known seasoned issuer, we are permitted to register an indeterminate number of securities under the shelf registration statement and, therefore, there is no specific dollar limit on the amount of securities we may issue. The shelf registration statement permits us to offer, from time to time, our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement at the time of any offering.
Current report
Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or any other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.
Current report
Initial Public Offering
Current report
Private Offerings
Current report
ATM Program
Current report
On March 10, 2025, we established an equity at-the-market offering (the "ATM Program"), pursuant to which the Company may offer and sell, from time to time, through distribution managers, or to them, as principals for their own accounts, shares of its common stock having an aggregate offering price up to $200 million. Sales of common stock made pursuant to the ATM Program may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the Securities Act. We intend to use the net proceeds from the ATM Program for general corporate purposes, which may include, among other things, investing in accordance with its investment objective and strategies, and repaying indebtedness (which may be subject to re-borrowing).
Current report
As of March 31, 2025, we had not issued any shares of common stock through the ATM Program.
Current report
With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be treated for U.S. federal income tax purposes as if they received cash distributions and subsequently used such cash to purchase additional shares of the Company.
Current report
See Note 9 to the consolidated financial statements in Part I, Item 1 for this Quarterly Report on Form 10-Q for more information on our distributions and dividend reinvestment plan.
Current report
The following table summarizes the Company's distributions recorded for the three months ended March 31, 2025:
Current report
The following table summarizes the Company's distributions recorded for the three months ended March 31, 2024:
Current report
(1) In accordance with the Company’s DRIP, shares were purchased in the open market.
Current report
(1) In connection with the distributions with payment date on January 10, 2024, 185,541 DRIP shares were issued.
Current report
See "Recent Developments" for more information.
Current report
Borrowings
Current report
CLO-I Refinancing
Current report
On March 20, 2025 (the “ CLO-I Refinancing Date”), the Company completed a $457,975 refinancing of the 2022 Debt Securitization (the "CLO-I Refinancing").
Current report
The notes offered in the CLO-I Refinancing (the “2025 Notes”) were issued by CLO-I. The 2025 Notes consist of $1,900 of AAA Class X 2025 Notes, which bear interest at the three-month Term SOFR plus 1.05%; $233,250 of AAA Class A-R 2025 Notes, which bear interest at the three-month Term SOFR plus 1.38%; $56,250 of AA Class B-R 2025 Notes, which bear interest at the three-month Term SOFR plus 1.70%; and $136,575 of Subordinated 2025 Notes, which do not bear interest, and of which $79,325 were issued on the Original Closing Date and remained outstanding on the CLO-I Refinancing Date. The Company directly retained all of the Subordinated 2025 Notes.
Current report
As part of the CLO-I Refinancing, on the Refinancing Date, the 2025 Issuer also entered into an amended and restated loan agreement (the “Class A-L-R Loan Agreement”), pursuant to which various financial institutions and other persons which are, or may become, parties thereto as lenders (the “Class A-L-R Lenders”) committed to make $30,000 of AAA Class A-L-R 2025 Loans to CLO-I (the “Class A-L-R 2025 Loans” and, together with the 2025 Notes, the “2025 Debt”). The Class A-L-R 2025 Loans bear interest at the three-month Term SOFR plus 1.38% and were fully drawn on the Refinancing Date. Any Class A-L-R Lender may elect to convert a portion or all of the Class A-L-R 2025 Loans held by such Class A-L-R Lender into Class A-R 2025 Notes upon written notice to CLO-I in accordance with the Class A-L-R Loan Agreement.
Current report
On March 14, 2024 (the “Closing Date”), the Company completed a $297.0 million term debt securitization (the “2024 Debt Securitization”).
Current report
Unsecured Notes
Current report
On January 22, 2025, we issued $300 million in aggregate principal amount of the Company’s 6.650% Notes due 2030 (the “2030 Notes”). The 2030 Notes bear interest at a rate of 6.650% per year payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2025. The March 2030 Notes will mature on March 15, 2030, and may be redeemed in whole or in part at the Company’s option at any time prior to February 15, 2030, at par plus a “make-whole” premium plus accrued interest, and thereafter at par. The 2030 Notes are the direct unsecured obligations of the Company and rank pari passu with all existing and future unsubordinated unsecured indebtedness issued by the Company, senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the 2030 Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness that is initially unsecured in respect of which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.
Current report
The indenture governing the 2030 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC; and to provide financial information to the holders of the 2030 Notes and the trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture.
Current report
On January 22, 2025, in connection with the issuance of the 2030 Notes, we entered into an interest rate swap agreement for a total notional amount of $300 million that matures on March 15, 2030. Under the interest rate swap agreement for the 2030 Notes, we receives a fixed interest rate of 6.65% and pays a floating interest rate of three-month SOFR + 2.3015%.
Current report
Derivatives
Current report
We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities and may designate certain interest rate swaps to be in a hedge accounting relationship.
Current report
On January 22, 2025, in connection with the issuance of the 2030 Notes, we entered into an interest rate swap agreement with Wells Fargo for a total notional amount of $300 million that matures on March 15, 2030. Under the interest rate swap agreement for the 2030 Notes, we receive a fixed interest rate of 6.65% and pay a floating interest rate of three-month Term SOFR + 2.3015%. We have designated the interest rate swap as a hedging instrument in a qualifying fair value hedge accounting relationship.
Current report
See the following footnotes to the consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q: (i)Note 2 for additional disclosures regarding our accounting for derivative instruments designated in a hedge accounting relationship, (ii)Note 4 for additional disclosures regarding these derivative instruments and (iii)Note 5 for additional disclosures regarding the carrying value of our borrowings.
Current report
•the Administration Agreement.
Removed paragraphs (39)
Previous report
The expense support amount represents the amount of expenses paid by the Adviser on our behalf in accordance with the Expense Support Agreement (described further below). These expenses were primarily related to professional fees, specifically ordinary course legal expenses incurred by the Company. The Expense Support Agreement automatically terminated pursuant to its terms upon the consummation of the IPO. Refer to the "Related Party Transactions" section below for further details on the Expense Support Agreement.
Previous report
For the three months ended September 30, 2024, we recorded a net change in unrealized gain of $4.1 million, which resulted from an increase in fair value primarily attributable to market spread tightening and net positive credit performance of our portfolio companies in the third quarter of 2024. We recorded a net change in unrealized loss of $(4.0) million for the nine months ended September 30, 2024, which resulted from a decrease in fair value of two underperforming portfolio companies in the second quarter of 2024, offset by unrealized gains driven primarily from a reversal of unrealized losses on certain of our underperforming debt positions that were ultimately realized in the first quarter of 2024 and the overall tightening in market spreads.
Previous report
For the three months ended September 30, 2023, we recorded a net unrealized gain of $11.6 million primarily attributable to modest softening of certain of our portfolio companies' credit metrics partially offset by tightening in market spreads. We recorded a net unrealized loss of $(3.8) million for the nine months ended September 30, 2023, primarily due to modest softening of certain of our portfolio companies' credit metrics.
Previous report
IPO and Private Offerings
Previous report
The following table summarizes total shares issued and proceeds received in connection with the IPO and the capital drawdowns delivered pursuant to the Subscription Agreements from inception through September 30, 2024 (dollar amounts in thousands, except per share data):
Previous report
In connection with the IPO, our Board approved an amended and restated dividend reinvestment plan (the "Amended DRIP"), which became effective on January 29, 2024, concurrent with the consummation of the IPO.
Previous report
The Amended DRIP changed the dividend reinvestment plan from an “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan. As a result of the foregoing, if our Board authorizes, and we declare, a cash dividend or distribution, shareholders that acquired their shares in the IPO and do not “opt out” of the Amended DRIP will have their cash distributions automatically reinvested in additional shares rather than receiving cash. Notwithstanding the foregoing, a shareholder’s election (or deemed election) under the dividend reinvestment plan, dated December 19, 2019, will remain in effect for such shareholder and no further action is required by such shareholder with respect to their election under the Amended DRIP.
Previous report
With respect to each distribution under the Amended DRIP, our Board reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market for the accounts of participants in the Amended DRIP. If newly issued shares are used to implement the Amended DRIP, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the distribution payable to such participant by the market price per share of our common stock at the close of regular trading of the NYSE on the distribution payment date, or if no sale is reported for such day, the average of the reported bid and asked prices. However, if the market price per share on the distribution payment date exceeds the most recently computed NAV per share, we will issue shares at the greater of (i) the most recently computed NAV per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share). If shares are purchased in the open market to implement the Amended DRIP, the number of shares to be issued to a participant will be determined by dividing the dollar amount of the distribution payable to such participant by the weighted average price per share for all shares of common stock purchased by the plan administrator in the open market in connection with the dividend or distribution. Although each participant may from time to time have an undivided fractional interest in a share, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to each participant’s account.
Previous report
The following table summarizes the dividends declared from inception through September 30, 2024:
Previous report
(1) Represents a special dividend and a supplemental dividend.
Previous report
(2) Represents a supplemental dividend.
Previous report
(1) All shares issued to shareholders are newly issued shares.
Previous report
The purchase of shares of common stock pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
Previous report
Shareholder Transfer Restrictions
Previous report
With respect to any shares of common stock held by a shareholder prior to the date of the IPO prospectus (January 24, 2024), without the prior written consent of the Board:
Previous report
•for 365 days following the date of the IPO prospectus (January 24, 2024), a shareholder that is affiliated with the Advisers is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of common stock held by such shareholder prior January 24, 2024;
Previous report
•for 90 days following the date of the date of the IPO prospectus (January 24, 2024), a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of common stock held by such shareholder prior to January 24, 2024;
Previous report
•beginning with the 91st day following the date of the IPO prospectus (January 24, 2024) through the 180th day following the date of the IPO prospectus (January 24, 2024), a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 85% of the shares of common stock held by such shareholder prior to January 24, 2024; and
Previous report
•beginning with the 181st day following the date of the IPO prospectus (January 24, 2024) through the 270th day following the date of the IPO prospectus (January 24, 2024), a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 50% of the shares of common stock held by such shareholder prior to January 24, 2024.
Previous report
Beginning with the 271st day following the date of the IPO prospectus (January 24, 2024), a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) may transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber all of the shares of common stock held by such shareholder prior to the date of the IPO.
Previous report
This means that, as a result of these transfer restrictions, without the consent of the Board, a shareholder (other than certain individuals and entities affiliated with the Advisers, who are subject to the 365-day restriction above) who owned 100 shares of common stock on January 24, 2024 could not sell any of such shares for 90 days following January 24, 2024; 91 days following
Previous report
January 24, 2024, such shareholder could only sell up to 15 of such shares; 181 days following January 24, 2024, such shareholder could only sell up to 50 of such shares; 271 days following January 24, 2024, such shareholder could sell all of such shares.
Previous report
Income Taxes
Previous report
We have elected and intend to qualify annually to be treated as a RIC for U.S. federal income tax purposes under the Code. If we qualify as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to shareholders on a timely basis.
Previous report
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.
Previous report
To qualify for RIC tax treatment, we must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). If we qualify as a RIC, we may also be subject to a U.S. federal excise tax, based on distribution requirements of our taxable income on a calendar year basis. Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next year and pay a 4% U.S. federal excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year that generated such taxable income.
Previous report
We intend to distribute to our shareholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.
Previous report
Secured Borrowings
Previous report
Subscription Facility
Previous report
On September 10, 2020, we entered into a revolving credit agreement (the “Subscription Facility Agreement” and the facility thereunder, the “Subscription Facility”) with Sumitomo Mitsui Banking Corporation (“SMBC”), as the administrative agent for certain secured parties, the syndication agent, the lead arranger, the book manager, the letter of credit issuer and the lender. The Subscription Facility had a maximum commitment of $50 million, subject to availability under the "Borrowing Base." The Borrowing Base was calculated based on the unfunded capital commitments of certain investors that had subscribed to purchase shares of the Company, to the extent the capital commitments of such investors also had been approved by SMBC for inclusion in the Borrowing base and met certain additional criteria. The Subscription Facility Agreement expired on September 8, 2023, and we fully paid down the outstanding balance including the accrued interest expense.
Previous report
The Revolving Credit Facility was amended on April 9, 2024. The amendment, among other things, increased the maximum principal amount available under the Revolving Credit Facility from $185 million to $250 million pursuant to the accordion feature, subject to availability under the borrowing base,, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $300 million through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $25 million limit for swingline loans.
Previous report
On March 14, 2024 (the “Closing Date”), the Company completed a $296,970 term debt securitization (the “2024 Debt Securitization”).
Previous report
•the NAM Sub-Advisory Agreement;
Previous report
•the Administration Agreement; and
Previous report
•the Expense Support Agreement.
Previous report
Expense Support Agreement
Previous report
On December 31, 2019, we entered into the Expense Support Agreement with the Adviser. The Expense Support Agreement automatically terminated pursuant to its terms upon the consummation of the IPO on January 29, 2024. Under the Expense Support Agreement, the Adviser was able to pay certain of our expenses (each, an “Expense Payment”), provided that no portion of the payment was used to pay any of our interest expense. Such Expense Payment was made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from us to the Adviser or its affiliates. The cumulative amount of expense payments by the Adviser under the Expense Support Agreement was $2,979, of which $1,101 was reimbursed by the Company prior to the termination of the Expense Support Agreement.
Previous report
Valuation of Portfolio Investments
Previous report
On October 29, 2024, the Board, including all of the Independent Directors, approved the renewal of each Advisory Agreement in accordance with, and on the basis of, an evaluation satisfactory to such directors as required by the 1940 Act for an additional one-year term expiring on December 1, 2025.
Reworded paragraphs (63)
Previous wording
We were formed on March 13, 2018 as a Delaware limited liability company and converted into a Maryland corporation on June 18, 2019, prior to the commencement of operations. We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, we have elected, and intend to qualify annually thereafter, to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Current wording
We were formed on March 13, 2018 as a Delaware limited liability company and converted into a Maryland corporation on June 18, 2019, prior to the commencement of operations. We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, we have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Previous wording
Churchill NCDLC CLO-I, LLC (“CLO-I”), Churchill NCDLC CLO-II, LLC (“CLO-II”), Churchill NCDLC CLO-III, LLC (“CLO-III”), Nuveen Churchill BDC SPV IV, LLC (“SPV IV”), Nuveen Churchill BDC SPV V, LLC (“SPV V”) and NCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements commencing from the date of their formation. CLO-I, CLO-II and CLO-III completed term debt securitizations in May 2022, December 2023 and March 2024, respectively. SPV IV and SPV V primarily invest in first-lien senior secured debt and unitranche loans. NCDL Equity Holdings was formed to hold certain equity-related securities.
Current wording
Churchill NCDLC CLO-I, LLC (“CLO-I”), Churchill NCDLC CLO-II, LLC (“CLO-II”), Churchill NCDLC CLO-III, LLC (“CLO-III”), Nuveen Churchill BDC SPV IV, LLC (“SPV IV”), Nuveen Churchill BDC SPV V, LLC (“SPV V”) and NCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements commencing from the date of their formation. CLO-I, CLO-II and CLO-III have completed term debt securitizations. SPV IV and SPV V primarily invest in first-lien senior secured debt and unitranche loans. NCDL Equity Holdings was formed to hold certain equity-related securities.
Previous wording
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. To the extent we continue to qualify as a RIC, we generally will not be subject to U.S federal income tax on any income we timely distribute to our shareholders.
Current wording
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements.
Previous wording
Our portfolio and investment activity for three months ended September 30, 2024 and 2023 is presented below (dollar amounts in thousands):
Current wording
Our portfolio and investment activity for the three months ended March 31, 2025 and 2024 is presented below (dollar amounts in thousands):
Previous wording
•Weighted average reported annual EBITDA of $76.8 million.1
Current wording
•Weighted average reported annual EBITDA of $76.3 million.1
Previous wording
•Weighted average of 2.1x interest coverage ratio for our first-lien loans 2
Current wording
•Weighted average of 2.36x interest coverage ratio for our first-lien loans 2
Previous wording
•Weighted average of 4.85x net leverage.3
Current wording
•Weighted average of 4.92x net leverage.3
Previous wording
•Approximately 83% of our debt investments have financial covenants.4
Current wording
•Approximately 85% of our debt investments have financial covenants.4
Previous wording
2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser, and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments, and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants, and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 73.99% of our total investments, and 82.15% of our total first lien loan investments, in each case based upon fair value.
Current wording
2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 76.41% of our total investments, and 84.43% of our total first lien loan investments, in each case based upon fair value.
Previous wording
1 As of September 30, 2024, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $67,947, mezzanine debt of $99,925 and $1,583 of structured debt at fair value and second lien term loans and/or second lien notes of $80,348, mezzanine debt of $105,364 and $4,304 of structured debt at amortized cost.
Current wording
1 As of March 31, 2025, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $70,668, mezzanine debt of $89,548 and structured debt of $1,995 at fair value; Subordinated Debt is comprised of second lien term loans and/or second lien notes of $74,582, mezzanine debt of $95,961 and structured debt of $4,412 at amortized cost.
Previous wording
As of December 31, 2023, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $97,203 mezzanine debt of $83,528 and $2,656 of structured debt at fair value and second lien term loans and/or second lien notes of $100,711, mezzanine debt of $86,495 and $3,247 of structured debt at amortized cost.
Current wording
As of December 31, 2024, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $67,780, mezzanine debt of $89,740 and structured debt of $1,618 at fair value; Subordinated Debt is comprised of second lien term loans and/or second lien notes of $71,622, mezzanine debt of $94,978 and structured debt of $4,357 at amortized cost.
Previous wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of September 30, 2024 was 10.70%. There were no investments on non-accrual as of December 31, 2023.
Current wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of March 31, 2025 was 9.99%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2024 was 10.30%.
Previous wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of September 30, 2024 was 10.87%. There were no investments on non-accrual as of December 31, 2023.
Current wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of March 31, 2025 was 10.14%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2024 was 10.40%.
Previous wording
As of September 30, 2024, 93.83% and 93.93% of our debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2023, 94.43% and 94.55% of our debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.
Current wording
As of March 31, 2025, 99.06% and 99.06% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2024, 99.10% and 99.09% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.
Previous wording
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 11.72% to 10.86% from December 31, 2023 to September 30, 2024. The decrease in weighted average yields was primarily due to the tightening of spreads in newly originated investments made year to date in 2024. We also saw an increase in repricing transactions for existing portfolio investments in the first three quarters of 2024.
Current wording
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 10.33% to 10.10% from December 31, 2024 to March 31, 2025. The decrease in weighted average yields was primarily due to lower base interest rates.
Previous wording
As financial markets stabilize and private equity firms become more active in an effort to deploy dry powder and return capital to their investors we are seeing private equity mergers and acquisitions ("M&A") volumes increase, leading to higher levels of demand for middle-market financings. Prepayment activity is also increasing as a result, driven primarily by M&A activity, but also in part by repricing and refinancing while spreads continue to tighten. While prepayments serve as an offset to new transaction activity, we believe that lenders who are well positioned with available liquidity as well as incumbent positions in portfolio companies will benefit from increased levels of activity in the market.
Current wording
Private equity mergers and acquisitions ("M&A") activity slowed in the first quarter of 2025 as investors sought to understand the impact of tariffs on private businesses. Prepayment activity in the first quarter of 2025 returned to normalized levels, primarily as a result of refinancings, as spreads remain attractive to borrowers. While prepayments serve as an offset to new transaction activity, we believe that lenders who are well positioned with available liquidity, as well as incumbent positions in portfolio companies, will benefit from the refinancing activity in the market.
Previous wording
Keeping the macro-economic environment in mind, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality and strong levels of free cash flow generation. While we are not seeing signs of a broad-based deterioration in our performance or that of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
Current wording
Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. In light of these changes, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, strong levels of free cash flow generation, and multiple channels to source products or materials. While we are not seeing signs of a broad-based deterioration in our performance or that of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
Previous wording
As of September 30, 2024 and December 31, 2023, the weighted average Internal Risk Rating of our investment portfolio. at fair value, was 4.15 and 4.14, respectively. As of September 30, 2024, there were three portfolio companies on non-accrual. As of September 30, 2024, the amortized cost of the portfolio companies on non-accrual status were $29.1 million, which represents approximately 1.40% of total investments at amortized cost. As of December 31, 2023, there were no loans on non-accrual.
Current wording
As of March 31, 2025 and December 31, 2024, the weighted average Internal Risk Rating of our investment portfolio was 4.14 and 4.13, respectively. As of March 31, 2025, there were investments in two portfolio company on non-accrual. As of March 31, 2025, the amortized cost of the portfolio company on non-accrual status was $21,799, which represents approximately 1.03% of total investments at amortized cost. As of December 31, 2024, there was one portfolio company on non-accrual. As of December 31, 2024, the amortized cost of the portfolio company on non-accrual status was $7,257, which represents approximately 0.35% of total investments at amortized cost.
Previous wording
Operating results for the three and nine months ended September 30, 2024 and 2023 were as follows (dollars amounts in thousands):
Current wording
Operating results for the three months ended March 31, 2025 and 2024 were as follows (dollars amounts in thousands):
Previous wording
Investment income, attributable to interest and fees on our debt investments, increased to $60.3 million and $167.0 million for the three and nine months ended September 30, 2024, respectively, from $41.7 million and $112.8 million for the three and nine months ended September 30, 2023 respectively, primarily due to increased investment activity driven by an increase in our deployed capital, slightly offset by a decrease in the weighted average yield of our debt and income producing investments as a result of market spread tightening and a decline in SOFR. As of September 30, 2024, the size of our portfolio increased to $2.1 billion from $1.5 billion as of September 30, 2023, at cost. As of September 30, 2024, the weighted average yield of our debt and income producing investments decreased to 10.86% from 11.60% as of September 30, 2023 on cost, primarily due to overall tightening of spreads in newly originated investments, the refinancing and repricing of existing portfolio companies, and the decline in base interest rates. Shifting base interest rates, such as SOFR and any applicable alternate rates, may affect our investment income in the future.
Current wording
Investment income increased to $53.6 million for the three months ended March 31, 2025 from $51.6 million for the three months ended March 31, 2024, primarily due to increased investment activity, offset by a decrease in the weighted average yield of our debt and income producing investments. As of March 31, 2025, the size of our portfolio increased to $2.1 billion from $1.8 billion as of March 31, 2024, at cost. As of March 31, 2025, the weighted average yield of our debt and income producing investments decreased to 10.10% from 11.55% as of March 31, 2024, at cost, primarily due to overall tightening of spreads in new investments and the decline in base interest rates. Shifting base interest rates, such as SOFR and any applicable alternate rates, may affect our investment income.
Previous wording
Total expenses before expense support and waived incentive fees increased to $34.3 million and $87.8 million for the three and nine months ended September 30, 2024, respectively, from $20.1 million and $54.8 million for the three and nine months ended September 30, 2023, respectively.
Current wording
Total expenses before waived incentive fees increased to $28.4 million for the three months ended March 31, 2025 from $26.3 million for the three months ended March 31, 2024.
Previous wording
Interest and debt financing expenses increased for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 primarily due to higher average daily borrowings, higher average interest rates, the use of the Revolving Credit Facility (as defined below) in the third quarter of 2023 and the completion of the 2023 Debt Securitization and the 2024 Debt Securitization (each as defined below) on December 7, 2023 and March 14, 2024, respectively. The average daily borrowings for the three and nine months ended September 30, 2024 were $1,156.7 million and $974.7 million, respectively, compared to $819.0 million and $777.5 million for the three and nine months ended September 30, 2023, respectively. The average annual interest rate for the three and nine months ended September 30, 2024 was 7.74% and 7.70%, respectively, compared to 7.51% and 7.17%, respectively, for the three and nine months ended September 30, 2023.
Current wording
Interest and debt financing expenses increased for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to higher average daily borrowings and expenses relating to the termination of the Wells Fargo Financing Facility and the CLO-I Refinancing (each as defined below) during the period. Average daily borrowings increased during the period primarily due to the issuance of the 2030 Notes (defined below) on January 22, 2025 and the increase in commitments on the Revolving Credit Facility (defined below) on October 4, 2024 and April 9, 2024. Additionally, for the three months ended March 31, 2025, we recorded $1.36 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs relating to the termination of our Wells Fargo Financing Facility and the CLO-I Refinancing. The average daily borrowings for the three months ended March 31, 2025 were $1.2 billion compared to $819.9 million for the three months ended March 31, 2024. The average annual interest rate for the three months ended March 31, 2025 was 6.57% compared to 7.65% for the three months ended March 31, 2024.
Previous wording
The increases in management fees increased for the three and nine months ended September 30, 2024 from the comparable periods in 2023 were driven by increases in our total assets. Incentive fees based on income for the three and nine months ended September 30, 2024 of $5.5 million and $13.0 million, respectively, were waived in accordance with our Advisory Agreement.
Current wording
Management fees increased for the three months ended March 31, 2025 from the comparable periods in 2024 driven by an increase in our total assets. Incentive fees based on income for the three months ended March 31, 2025 and March 31, 2024 of $2.3 million and $4.5 million, respectively, were waived in accordance with our Advisory Agreement.
Previous wording
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of us. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of the our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. The increases in professional, administration, and other general and administrative fees for the three and nine months ended September 30, 2024 from the comparable periods in 2023 was primarily driven by growing needs of the business given the increase in the Company's size year over year.
Current wording
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three months ended March 31, 2025 were $1.4 million compared to $1.5 million for the three months ended March 31, 2024.
Previous wording
For the three months ended September 30, 2024, we had a net realized gain on investments of $1.1 million compared to a net realized loss of $(13.1) million for the three months ended September 30, 2023. The net realized gain for the three months ended September 30, 2024 was driven by full or partial repayments and sales of certain of our investments. For the nine months ended September 30, 2024, we had a net realized loss on investments of $(1.5) million, compared to a net realized loss of $(6.4) million for the nine months ended September 30, 2023. The net realized loss the nine months ended September 30, 2024 was primarily driven by a final realization of an underperforming debt position which generated a realized loss in the first quarter of 2024, offset by realized gains in the second and third quarters of 2024.
Current wording
For the three months ended March 31, 2025, we had a net realized gain on investments of $1.1 million compared to a net realized loss of $(3.6) million for the three months ended March 31, 2024. The net realized gain for the three months ended March 31, 2025 was primarily driven by realized gains from full or partial repayments and sales of investments in portfolio companies.
Previous wording
Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, and our net borrowings from our credit facilities and CLO debt issuances (discussed further below). Prior to our IPO on January 29, 2024, we also generated cash flow from the proceeds of capital drawdowns of our privately placed capital commitments. In the future, we may also generate cash flow from future offerings of securities including issuances of debt and/or equity securities through both public registered offerings using a shelf registration statement and private offerings. Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, (iv) cash distributions to the holders of our shares, and (v) share repurchases under the Company 10b5-1 Plan (defined below).
Current wording
Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our credit facilities and CLO debt issuances (discussed further below). Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, (iv) cash distributions to the holders of our shares, and (v) share repurchases under the Company 10b5-1 Plan (defined below).
Previous wording
We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. In connection with our organization, our Board and TIAA (as our initial shareholder) authorized us to adopt the 150% asset coverage ratio. As of September 30, 2024 and December 31, 2023, our asset coverage ratio was 189.89% and 178.57%, respectively.
Current wording
As of March 31, 2025 and December 31, 2024, our debt consisted of asset based leverage facilities, a revolving credit facility, debt securitizations, and an unsecured note issuance. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 176.52% and 187.03%, respectively.
Previous wording
Cash and cash equivalents as of September 30, 2024, taken together with the availability under our credit facilities, are expected to be sufficient for our investing activities and to conduct our operations in the near term. As of September 30, 2024, we had $130.0 million available under our Wells Fargo Financing Facility (as defined below), $24.2 million available under our SMBC Financing Facility (as defined below), and $137.3 million available under our SMBC Corporate Revolver (as defined below), subject to asset coverage limitations.
Current wording
Cash and cash equivalents as of March 31, 2025, taken together with our unused capacity under our credit facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of March 31, 2025, we had $172.8 million available under our Revolving Credit Facility (as defined below).
Previous wording
For the nine months ended September 30, 2024, our cash and cash equivalents balance increased by $1.9 million. During that period, $309.2 million was used in operating activities, primarily relating to investment purchases of $712.5 million, offset by $310.5 million in repayments and sales of investments in portfolio companies. During the same period, $311.1 million was provided by financing activities, consisting primarily of proceeds from issuance of common shares and secured borrowings of $241.7 million and $717.8 million, respectively, net of shareholder distributions and repayments of secured borrowings of $67.4 million and $567.7 million, respectively.
Current wording
For the three months ended March 31, 2024, our cash and cash equivalents balance decreased by $(3.2) million. During that period, $97.6 million was used in operating activities, primarily relating to investment purchases of $204.3 million, offset by $54.9 million in repayments and sales of investments in portfolio companies. During the same period, $94.3 million was used in financing activities, consisting primarily of proceeds from issuance of shares and proceeds from secured borrowings of $241.7 million and $323.0 million, respectively, net of shareholder distributions and repayments of secured borrowings of $19.3 million and $449.4 million, respectively.
Previous wording
On January 29, 2024, we closed our IPO, issuing 5,500,000 shares of its common stock at a public offering price of $18.05 per share. We received total cash proceeds of $99.3 million. Our common stock began trading on the NYSE under the symbol “NCDL” on January 25, 2024.
Current wording
On January 29, 2024, we closed our IPO, issuing 5,500,000 shares of our common stock at a public offering price of $18.05 per share. We received total cash proceeds of $99.3 million. Our common stock began trading on the NYSE under the symbol “NCDL” on January 25, 2024.
Previous wording
Prior to April 28, 2023, in connection with our Private Offerings, we entered into subscription agreements (“Subscription Agreements”) with investors, pursuant to which investors were required to fund drawdowns to purchase our shares of common stock up to the amount of their respective capital commitment each time we delivered a drawdown notice. Following the final drawdown notice dated December 21, 2023 and due on January 5, 2024, all capital commitments had been drawn.
Current wording
Prior to April 28, 2023, in connection with our Private Offerings, we entered into subscription agreements (“Subscription Agreements”) with investors, pursuant to which investors were required to fund drawdowns to purchase our shares of common stock up to the amount of their respective capital commitment each time we delivered a drawdown notice. As of January 5, 2024, all capital commitments in the amount of $906.4 million had been drawn.
Previous wording
The following table reflects the shares issued pursuant to the dividend reinvestment plan from inception through September 30, 2024:
Current wording
The following table reflects the shares issued pursuant to the dividend reinvestment for the three months ended March 31, 2025:
Previous wording
On March 5, 2024, we entered into a share repurchase plan (the “Company 10b5-1 Plan”), pursuant to which we may purchase up to $99.3 million in the aggregate of its outstanding shares of common stock in the open market at prices below its net asset value (“NAV”) per share over a specified period. Any purchase of the shares pursuant to the Company 10b5-1 Plan will be conducted in accordance with the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We adopted the Company 10b5-1 Plan because we believes that, if our common stock is trading below its then-current NAV per share, it will be in the best interest of its stockholders for us to reinvest in our portfolio.
Current wording
On March 5, 2024, we entered into a share repurchase plan (the “Company 10b5-1 Plan”), pursuant to which we may purchase up to $99.3 million in the aggregate of its outstanding shares of common stock in the open market at prices below its net asset value (“NAV”) per share over a specified period. Any purchase of the shares pursuant to the Company 10b5-1 Plan will be conducted in accordance with the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We adopted the Company 10b5-1 Plan because we believe that, if our common stock is trading below its then-current NAV per share, it will be in the best interest of its stockholders for us to reinvest in our portfolio.
Previous wording
The Company 10b5-1 Plan became effective on March 29, 2024 and commenced on April 1, 2024. The 10b5-1 Plan will terminate upon the earliest to occur of (i) 12-months from the effective date (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $99.3 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.
Current wording
The Company 10b5-1 Plan became effective on March 29, 2024, commenced on April 1, 2024 and was amended on March 28, 2025. The amendment on March 28, 2025 (a) extended the Company 10b5-1 Plan for an additional 12-month period, and (b) amended certain terms of the Company 10b5-1 Plan as set forth in the guidelines thereto. As a result of the foregoing, the Company 10b5-1 Plan will terminate upon the earliest to occur of (i) 12-months from March 29, 2025 (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $99.3 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.
Previous wording
See Note 6 to the consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on our secured borrowings.
Current wording
See Note 7 to the consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on our borrowings.
Previous wording
On March 14, 2024, SPV V entered into the borrower joinder agreement to become party to the Wells Fargo Financing Facility Agreement and pledged all of its assets to the collateral agent to secure their obligations under the Wells Fargo Financing Facility. The Company, and SPV V have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.
Current wording
On December 31, 2019, a wholly owned subsidiary of the Company entered into a credit agreement ("the “Wells Fargo Financing Facility” and the agreement relating thereto, as amended on October 28, 2020, March 31, 2022, March 14, 2024 and August 27, 2024, the “Wells Fargo Financing Facility Agreement”), with Wells Fargo Bank, N.A. as lender (“Wells Fargo”) and administrative agent. On March 14, 2024, SPV V entered into the borrower joinder agreement to become party to the Wells Fargo Financing Facility Agreement and pledged all of its assets to the collateral agent to secure their obligations under the Wells Fargo Financing Facility. The Company and SPV V made customary representations and warranties and were required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.
Previous wording
On November 5, 2024, the Company terminated in full the SMBC Financing Facility Agreement, dated as of November 24, 2020, and the SMBC Financing Facility thereunder. In connection with the termination of the SMBC Financing Facility, the Company also terminated the security interest over the collateral granted to SMBC and the lenders pursuant to the SMBC Financing Facility Agreement. The SMBC Financing Facility was terminated concurrent with the satisfaction of all obligations and liabilities of the Company to the lenders thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lenders.
Current wording
On January 23, 2025, the Wells Fargo Financing Facility Agreement was terminated in full, and the Company terminated the security interest over the collateral granted to Wells Fargo and the lenders pursuant to the Wells Fargo Financing Facility Agreement. The Wells Fargo Financing Facility Agreement was terminated concurrent with the satisfaction of all obligations and liabilities of the Company to the lenders thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lenders.
Previous wording
The Wells Fargo Financing Facility reinvestment period expires on March 31, 2025 and has a maturity date of March 31, 2027. The Wells Fargo Financing Facility Agreement also requires the Company to maintain an asset coverage ratio equal to at least 1.50:1.00. The amount of the borrowings under the Wells Fargo Financing Facility equals the amount of the outstanding advances. Advances under the Wells Fargo Financing Facility may be prepaid and reborrowed at any time during the reinvestment period, but any termination or reduction of the facility amount prior to the first anniversary of the date of the amendment (subject to certain exceptions) is subject to a commitment reduction fee of 1%. Under the Wells Fargo Financing Facility Agreement, we paid a fee on daily undrawn amounts under the Wells Fargo Financing Facility of 0.25% per annum during the period ended June 14, 2024. For the six months following June 14, 2024, the Company pays a fee on daily undrawn amounts under the Wells Fargo Facility of 0.50% per annum. and, thereafter, will pay 0.50% per annum on undrawn amounts of up to 40% of the maximum facility amount and 1.50% per annum on undrawn amounts in excess of 40% of the maximum facility amount.
Current wording
The maximum facility amount available under the Wells Fargo Financing Facility was $225 million. Advances under the Wells Fargo Financing Facility could be prepaid and reborrowed at any time during the reinvestment period, but any termination or reduction of the facility amount prior to the first anniversary of the date of the amendment (subject to certain exceptions) was subject to a commitment reduction fee of 1%. Under the Wells Fargo Financing Facility Agreement, the Company paid a fee on daily undrawn amounts under the Wells Fargo Financing Facility of 0.25% per annum during the period ended June 14, 2024. For the six months following June 14, 2024, the Company paid a fee on daily undrawn amounts under the Wells Fargo Facility of 0.50% per annum. and, thereafter, paid 0.50% per annum on undrawn amounts of up to 40% of the maximum facility amount and 1.50% per annum on undrawn amounts in excess of 40% of the maximum facility amount.
Previous wording
On November 24, 2020, a wholly owned subsidiary of the Company entered into a senior secured revolving credit facility (the “SMBC Financing Facility” and the agreement relating thereto the “SMBC Financing Facility Agreement”) with SMBC, as the administrative agent, the collateral agent and the lender. On October 19, 2023, SPV IV entered into the borrower joinder agreement (the “SMBC Joinder”) to become party to the SMBC Financing Facility Agreement.
Current wording
On November 24, 2020, a wholly owned subsidiary of the Company entered into a senior secured revolving credit facility (the “SMBC Financing Facility” and the agreement relating thereto, as amended on December 23, 2021, June 29, 2022 and November 21, 2023, the “SMBC Financing Facility Agreement”) with SMBC, as the administrative agent, the collateral agent and the lender. On October 19, 2023, SPV IV entered into the borrower joinder agreement (the “SMBC Joinder”) to become party to the SMBC Financing Facility Agreement.
Previous wording
The SMBC Financing Facility Agreement was amended on December 23, 2021, June 29, 2022 and November 21, 2023. The most recent amendment on November 21, 2023 (the "SMBC Financing Facility Amendment"), among other things: (i) extended the reinvestment period from November 24, 2023 to November 24, 2024 and the stated maturity date from November 24, 2025 to November 24, 2026; (ii) changed the interest rate for loans under the SMBC Financing Facility Agreement from (A) either the Base Rate (as defined in the SMBC Financing Facility Agreement) plus 1.15% or the Term SOFR (as defined in the SMBC Financing Facility Agreement) plus 2.15% to (B) either the Base Rate plus 1.65% or Term SOFR plus 2.65%; (iii) reduced the maximum facility amount from $300 million to $150 million upon the occurrence of a permitted securitization, subject to a subsequent increase to $250 million, in the sole discretion of the administrative agent, if so requested by the borrowers; and (iv) provide for an unused commitment fee of, from the three month anniversary of the SMBC Financing Facility Amendment date to the six month anniversary of the Amendment date, 0.50% per annum on the unused commitments and on or after the six month anniversary of the SMBC Financing Facility Amendment date, 0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to 50% of the total commitments. In connection with the SMBC Financing Facility Amendment, the borrowers paid an extension fee of $450 thousand plus an annualized fee of 0.30% multiplied by $150 million based on the length of time (in years) until the occurrence of a permitted securitization. Advances under the SMBC Financing Facility Agreement may be prepaid and reborrowed at any time during the reinvestment period. As of September 30, 2024 and December 31, 2023, the SMBC Financing Facility bore interest at one-month SOFR plus 2.65% and one-month SOFR plus 2.65%, respectively, per annum.
Current wording
The interest rate for loans under the SMBC Financing Facility Agreement was either the Base Rate plus 1.65% or Term SOFR plus 2.65%. The SMBC Financing Facility Agreement provided for an unused commitment fee of 0.50% per annum on the unused commitments from February 21, 2024 through May 21, 2024 and, thereafter, 0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to 50% of the total commitments. In connection with the SMBC Financing Facility Amendment, the borrowers paid an extension fee of $450 thousand plus an annualized fee of 0.30% multiplied by $150 million based on the length of time (in years) until the occurrence of a permitted securitization.
Showing the first 40 of 63 pairs. Open the source sections for the rest.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
For the three months ended March 31, 2025, our cash and cash equivalents balance increased by $5.9 million. During that period, $8.8 million was used in operating activities, primarily relating to investment purchases of $153.0 million, offset by $148.4 million in repayments and sales of investments in portfolio companies. During the same period, $14.7 million was provided by financing activities, consisting primarily of proceeds from secured borrowings of $796.8 million, net of shareholder distributions and repayments of secured borrowings of $29.5 million and $710.0 million, respectively.
Current report — wording carried from elsewhere
The following table reflects the shares issued pursuant to the dividend reinvestment for the three months ended March 31, 2024:
Current report — wording carried from elsewhere
Effective December 7, 2023, following the closing of the 2023 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $150 million from $300 million, subject to a subsequent increase to $250 million, in the sole discretion of the administrative agent, if so requested by the borrowers, and SPV IV began borrowing under the SMBC Financing Facility. On November 5, 2024, the Company terminated in full the SMBC Financing Facility Agreement and terminated the security interest over the collateral granted to SMBC and the lenders pursuant to the SMBC Financing Facility Agreement. The SMBC Financing Facility was terminated concurrent with the satisfaction of all obligations and liabilities of the Company to the lenders thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lenders.
Current report — wording carried from elsewhere
The 2022 Debt was backed by a diversified portfolio of senior secured and second lien loans. Through April 20, 2026, all principal collections received on the underlying collateral may be used by CLO-I to purchase new collateral under the direction of the Company, in its capacity as collateral manager of CLO-I and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2022 Debt Securitization.
Current report — wording carried from elsewhere
The 2025 Debt is the secured obligation of CLO-I and the supplemental indenture and the Class A-L-R Loan Agreement, as applicable, governing the 2025 Debt include customary covenants and events of default. The 2025 Debt has not been, and will not be, registered under the Securities Act or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or applicable exemption from registration.
Current report — wording carried from elsewhere
The 2023 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through January 20, 2028, all principal collections received on the underlying collateral may be used by CLO-II to purchase new collateral under the direction of the
Current report — wording carried from elsewhere
•the NAM Sub-Advisory Agreement; and
Current report — wording carried from elsewhere
Valuation of Portfolio Investments, including Derivative Instruments
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
On December 31, 2019, a wholly owned subsidiary of the Company entered into a credit agreement ("the “Wells Fargo Financing Facility” and the agreement relating thereto, as amended from time to time, the “Wells Fargo Financing Facility Agreement”), with Wells Fargo Bank, N.A. as lender (“Wells Fargo”) and administrative agent. The Wells Fargo Financing Facility Agreement was amended on October 28, 2020, March 31, 2022, March 14, 2024 and August 27, 2024. The most recent amendment on August 27, 2024, among other things, increased the maximum facility amount available from $150 million to $225 million.
Previous report — wording carried elsewhere
Effective December 7, 2023, following the closing of the 2023 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $150 million from $300 million and SPV IV began borrowing under the SMBC Financing Facility.
Previous report — wording carried elsewhere
SPV IV, beginning October 19, 2023, has pledged all of its assets to the collateral agent to secure its obligations under the SMBC Financing Facility. The Company and SPV IV have made customary representations and warranties and are required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.